Common use of Purchase Price; Allocation of Purchase Price Clause in Contracts

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration for the sale and transfer of the Auto Care Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) shall pay, or cause to be paid, to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) (i) the Stock Consideration plus (ii) an amount of cash equal to (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000) (the “Unadjusted Cash Purchase Price”) plus (B)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (C) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (D) the amount equal to the Closing Transaction Expenses, plus (E) the Share Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F), above, the “Cash Purchase Price” and items (i) and (ii), collectively, the “Purchase Price”. (b) As used in this Agreement, the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus (D) the Share Adjustment Amount plus (E) the VWAP Adjustment Amount. For purposes of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Cash Purchase Price based thereon (and based on the Share Adjustment Amount and the VWAP Adjustment Amount, if any, as notified by Purchaser). Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration the purchase price for the sale and transfer of the Auto Care Companies Equity Interests and the Transferred Purchased Assets under (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows: (i) Buyer shall pay to Parent at the Closing (the “Closing Payment”), for the benefit of Parent and Sellers, cash in an amount equal to $708,500,000, plus the Estimated Cash, minus the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation to the Purchase Price as provided in Section 2.01(a7.08; and (ii) and the assumption of Buyer shall assume the Assumed Liabilities, Purchaser Liabilities at the Closing (or, solely with respect to the Cash Purchase Priceany Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five such Transfer Date). (5b) Business Days prior to The Closing Payment shall be paid at the Closing Date) shall pay, or cause by wire transfer of immediately available funds to be paid, a bank account designated to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated Buyer in writing by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets not less Parent no later than three (3) Business Days prior to the Closing Date) (i) the Stock Consideration plus (ii) an amount of cash equal to (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000) (the “Unadjusted Cash Purchase Price”) plus (B)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (C) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (D) the amount equal to the Closing Transaction Expenses, plus (E) the Share Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F), above, the “Cash Purchase Price” and items (i) and (ii), collectively, the “Purchase Price”. (bc) As used soon as practicable, and in this Agreement, the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price plus any event not later than one hundred eighty (A)(i180) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus (D) the Share Adjustment Amount plus (E) the VWAP Adjustment Amount. For purposes of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before days after the Closing Date, Parent shall provide for Buyer’s review and comments a written statement certified proposed allocation of the Purchase Price, as adjusted for all relevant tax purposes to take into account the Assumed Liabilities, by an officer country or by Transferred Subsidiary as applicable, and among the Purchased Assets, the Assumed Liabilities and the assets of Seller the Transferred Subsidiaries by asset category in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Closing NoticeProposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) setting forth Seller’s day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Cash Purchase Price based thereon (and based on the Share Adjustment Amount and the VWAP Adjustment Amount, if any, as notified by Purchaser). Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments resolve their differences with respect to the computation Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of any such a notice of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s commentsobjection, the revised statement incorporating revised estimates of Proposed Allocation or the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expensesagreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing Notice hereunderso as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any). (d) Each of Parent, Buyer and each of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or Final Allocation, as applicable, is disputed by any Taxation Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto, and Buyer, Parent and each of their respective Affiliates agree to use their commercially reasonable efforts to defend such allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Amended Agreement, in consideration for the sale and transfer of the Auto Care Battery Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) shall pay, or cause to be paid, to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Auto Care Battery Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) (i) the Stock Consideration plus (ii) an amount of cash equal to (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Two Billion Dollars ($937,500,0002,000,000,000) (the “Unadjusted Cash Purchase Price”) plus (B)(iA)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (CB) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (DC) the amount equal to the Closing Transaction Expenses, plus minus (ED) the Share Pension Plan Purchase Price Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F)Price, above, the “Cash Purchase Price” and items (i) and (ii), collectivelyso adjusted, the “Purchase Price”). (b) As used in this Amended Agreement, the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus minus (D) the Share Adjustment Amount plus (E) the VWAP Adjustment AmountPension Plan Purchase Price Adjustment. For purposes of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Cash Purchase Price based thereon (and based on the Share Adjustment Amount and the VWAP Adjustment Amount, if any, as notified by Purchaser)Price. Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration for the sale and transfer of the Auto Care Battery Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) shall pay, or cause to be paid, to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Auto Care Battery Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) (i) the Stock Consideration plus (ii) an amount of cash equal to (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Two Billion Dollars ($937,500,0002,000,000,000) (the “Unadjusted Cash Purchase Price”) plus (B)(iA)(i) if the Modified 29 Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (CB) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (DC) the amount equal to the Closing Transaction Expenses, plus minus (ED) the Share Pension Plan Purchase Price Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F)Price, above, the “Cash Purchase Price” and items (i) and (ii), collectivelyso adjusted, the “Purchase Price”). (b) As used in this Agreement, the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus minus (D) the Share Adjustment Amount plus (E) the VWAP Adjustment AmountPension Plan Purchase Price Adjustment. For purposes of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Cash Purchase Price based thereon (and based on the Share Adjustment Amount and the VWAP Adjustment Amount, if any, as notified by Purchaser)Price. Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration for of the sale and transfer of the Auto Care Companies Equity Interests Shares and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities2.01, Purchaser (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) shall pay, or cause to be paid, to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) shall: (i) pay to Seller as provided in Section 2.04 and Section 2.07: (A) the Stock Consideration plus (ii) an amount of cash equal to (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000) (the “Unadjusted Cash Purchase Price”) plus (B)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (C) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (D) the amount equal to the Closing Transaction Expenses, plus (E) the Share Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F), above, the “Cash Purchase Price” and items (i) and (ii), collectively, the “Purchase Price”) equal to the Base Purchase Price plus the Modified Working Capital Amount, plus (B) the Closing Net Cash, and (ii) assume and become obligated to pay, perform and discharge the Assumed Liabilities. (b) As used in this Agreement, the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus (D) the Share Adjustment Amount plus (E) the VWAP Adjustment Amount. For purposes of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Purchaser to Seller at the Closing pursuant to Section 2.06(b)(ii)2.07, Seller shall prepare and deliver to Purchaserdeliver, not less than three five (35) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: as of the Closing Date of (i) the Modified Working Capital (such estimated amount, the “Estimated Modified Working Capital”), ) and (ii) the Closing Net Indebtedness Cash (such estimated amount, the “Estimated Net Cash”). (c) As soon as practicable after the Closing, Seller shall deliver to Purchaser a statement (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction ExpensesAllocation Statement”) and (iv) which shall allocate the Estimated Cash Base Purchase Price based thereon (and based on the Share Adjustment Amount and the VWAP Adjustment AmountPrice, if any, as notified by Purchaser). Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice Assumed Liabilities and Estimated Net Cash among the Shares and the Transferred Assets (which shall be prepared further allocated to the purchasing entities) for all Tax purposes, including for purposes of Section 1060 of the Code and the Treasury Regulations thereunder. If within 15 Business Days after the delivery of the Allocation Statement Purchaser notifies Seller that Purchaser objects to the allocation set forth in the Allocation Statement, Purchaser and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Purchaser and Seller are unable to resolve such dispute within 20 days, Seller and Purchaser shall jointly retain a nationally recognized accounting firm to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the accounting firm shall be borne equally by Seller and Purchaser. If an adjustment is made with respect to the final Purchase Price or Closing Net Cash pursuant to Section 2.04, the Allocation Statement shall be adjusted in accordance with Section 2.03(b) 1060 of the Seller Disclosure Letter, Code and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used as mutually agreed by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments)Seller. In the event Seller revises such that an agreement is not reached within 20 Business Days after the determination of the final Purchase Price and Closing Notice Net Cash, any disputed items shall be resolved by a nationally recognized accounting firm in response to Purchaser’s commentsthe manner described above. For all Tax purposes, the revised statement incorporating revised estimates parties agree (i) to report, and cause their respective Subsidiaries to report, the transactions contemplated by this Agreement in a manner consistent with the Allocation Statement, and not to take any position inconsistent therewith in any Tax Return, Tax filing (including filings required under Section 1060 of the Estimated Modified Working CapitalCode), Estimated Closing Net Indebtedness and Estimated Closing Transaction Expensesaudit, as applicablerefund claim or otherwise, shall be treated as the Closing Notice hereunderunless otherwise required by applicable Law.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration for the sale and transfer of the Auto Care Varta Companies Equity Interests under Section 2.01(a) and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) shall pay, or cause to be paid, to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets Seller not less than three five (35) Business Days prior to the Closing Date as the transferor of the relevant Varta Company Equity Interests or Transferred Assets on the Closing Date) (i) the Stock Consideration plus (ii) an amount of cash equal to One Hundred Eighty Million Euros (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000€180,000,000) (the “Unadjusted Cash Purchase Price”) plus (B)(iA) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (CB) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (DC) the amount equal to the Closing Transaction Expenses, plus minus (D) the Pension Plan Purchase Price Adjustment, minus (E) the Share Adjustment Amount plus R&D Alkaline Capex Purchase Price Adjustment, minus (F) the VWAP Stranded Costs Purchase Price Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F)Price, above, the “Cash Purchase Price” and items (i) and (ii), collectivelyso adjusted, the “Purchase Price”). Section 2.03(a) of the Seller Disclosure Letter sets out those items of Indebtedness that the Seller and Purchaser have agreed are to be treated as Funded Indebtedness. (b) As used in this Agreement, the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price plus (A)(iA) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus minus (D) the Share Adjustment Amount plus amount of the Estimated Pension Plan Purchase Price Adjustment, minus (E) the VWAP Adjustment AmountR&D Alkaline Capex Purchase Price Adjustment, minus (F) the Stranded Costs Purchase Price Adjustment. For purposes of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii)): (I) the amount of Closing Net Indebtedness for the purposes of the Estimated Purchase Price shall be equal to the amount identified in Section 2.03(a) of the Seller Disclosure Letter as the “Estimated Closing Net Indebtedness” and shall then be subject to adjustment following the Closing Date pursuant to Section 2.04 and using the methodology set out in Section 2.03(a) of the Seller Disclosure Letter, and (II) Seller shall prepare and deliver to Purchaser, not less than three five (35) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iviii) the Estimated Cash Purchase Price based thereon (and based on the Share Adjustment Amount and the VWAP Adjustment Amount, if any, as notified by Purchaser)Price. Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions definition of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two three (23) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness Capital and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.

Purchase Price; Allocation of Purchase Price. (a) Subject The aggregate consideration (the “Purchase Price”) to be paid by Buyer at the terms and conditions of this Agreement, Closing in consideration for the sale sale, transfer, conveyance, assignment and transfer delivery of the Auto Care Companies Equity Interests Purchased Assets to Buyer and the Transferred Assets under Section 2.01(aother undertakings set forth herein, shall be (i) $77,500,000 consisting of (x) the Credit Bid of all DIP Obligations outstanding as of the Closing Date, (y) the full amount of the Wind-Down Amount payable, in the sole and absolute discretion of Buyer, either in cash or as a funding of the DIP Facility to be included as part of the Credit Bid, and (z) the Credit Bid of a portion of the Prepetition Secured Obligations in an amount equal to $77,500,000 less the amounts described in clauses (x) and (y) above (the aggregate amount of (x), (y) (to the extent such amount consists of DIP Obligations), and (z), the “Credit Bid Amount”) plus (ii) the assumption of the Assumed LiabilitiesLiabilities (including, Purchaser (oramong other things, solely with respect payment of the Cure Costs and property taxes attributable to that portion of the Cash Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days Overlap Period prior to the Closing Date) ); provided, that the portion of the Prepetition Secured Obligations that is not paid as part of the Purchase Price shall payremain a claim in the Chapter 11 Cases. At the Closing, or cause Buyer shall satisfy the Purchase Price at the Closing as to the Credit Bid Amount by discharging Sellers, and Sellers shall be deemed to be paiddischarged, to Seller (or, solely with respect to from the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) (i) the Stock Consideration plus (ii) Credit Agreement Indebtedness in an amount of cash equal to (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000) (the “Unadjusted Cash Purchase Price”) plus (B)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the aggregate amount equal to the Modified Working Capital minus Credit Bid Amount. Buyer reserves the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Targetright, in its sole and absolute discretion, to fund in cash the amount equal necessary to repay the Modified Working Capital minus the Working Capital Lower Target plus (C) the amount, which may be positive or negative, equal to DIP Obligations as of the Closing Net IndebtednessDate, minus (D) rather than credit bid such obligations and such cash shall be used to fully repay the amount equal to the Closing Transaction Expenses, plus (E) the Share Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F), above, the “Cash Purchase Price” and items (i) and (ii), collectively, the “Purchase Price”DIP Obligations. (b) As used in this Agreement, Buyer and Sellers agree that the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus (D) the Share Adjustment Amount plus (E) the VWAP Adjustment Amount. For purposes of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Cash Purchase Price based thereon (and based on the Share Adjustment Amount and the VWAP Adjustment Amount, if any, as notified by Purchaser). Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared allocated in accordance with Section 2.03(b) 1060 of the Seller Disclosure Letter, Code and Seller the Treasury Regulations thereunder. The Parties agree that Buyer shall deliver together with such prepare and provide to Sellers a draft allocation of the Purchase Price among the Purchased Assets within sixty (60) days after the Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing NoticeDate. Purchaser Sellers shall have two notify Buyer within thirty (230) Business Days from the days of receipt of the Closing Notice to provide Seller such draft allocation of any comments objection Sellers may have thereto. Unless Sellers deliver a notice of objection with respect to the computation allocation of the Purchase Price by the conclusion of such thirty (30) day period, the draft allocation provided by Buyer to Sellers pursuant to the second sentence of this Section 2.6(b) shall become final and binding upon the Parties. The Parties agree to resolve any disagreement with respect to such allocation in good faith. If a resolution of such disagreement has not been effected within fifteen (15) days (or longer, as mutually agreed by the Parties) after delivery of an objection by Sellers, then each Party shall make its own determination as to the proper allocation of the Purchase Price in accordance with Section 1060 of the Code. If the Parties agree to an allocation of the Purchase Price in accordance with this Section 2.6(b), the Parties hereby undertake and agree to file timely any information that may be required to be filed pursuant to Treasury Regulations promulgated under Section 1060(b) of the Code, and shall use an agreed allocation determined pursuant to this Section 2.6(b) in connection with the preparation of Internal Revenue Service (“IRS”) Form 8594 as such Form relates to the Purchase. Neither Party shall file any Tax Return or other document or otherwise take any position which is inconsistent with an agreed allocation determined pursuant to this Section 2.6(b), except as may be adjusted by subsequent agreement following an audit by the IRS or by any Order or Permit of any Governmental Authority; provided, that neither Party (nor its Affiliates) shall be obligated to litigate any challenge to such allocation of the components Purchase Price by any Governmental Authority. The Parties shall promptly inform one another of Estimated Modified Working Capitalany challenge by any Governmental Authority to any agreed allocation made pursuant to this Section 2.6(b) and agree to consult with and keep one another informed with respect to the state of, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expensesany discussion, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation proposal or submission with respect to, such challenge. If the Parties do not agree to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates an allocation of the Estimated Modified Working CapitalPurchase Price in accordance with this Section 2.6(b), Estimated Closing Net Indebtedness each Party may prepare IRS Form 8594 based on its determination of the proper allocation of the Purchase Price in accordance with Section 1060 of the Code. No less than seven (7) days prior to filing Form 8594, each Party shall provide the other Party with a copy of the completed Form 8594 that it intends to file with the IRS, and Estimated Closing Transaction Expenses, as applicable, each Party shall be treated as promptly inform the Closing Notice hereunderother of any challenge by any Governmental Authority to its allocation of the Purchase Price.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration the purchase price for the sale and transfer of the Auto Care Companies Equity Interests and the Transferred Purchased Assets under Section 2.01(a(other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows: (i) Buyer shall pay to Parent at the Closing (the “Closing Payment”), for the benefit of Parent and Sellers, cash in an amount equal to $708,500,000, plus the assumption of Estimated Cash, minus the Assumed LiabilitiesEstimated Indebtedness, Purchaser (orplus the Estimated Working Capital Excess, solely with respect if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation to the Cash Purchase PricePrice as provided in Section 7.08, minus the Delayed Payment (as applicabledefined in Section 2.03(a)(ii)); (ii) At the Delayed Closing, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) Buyer shall pay, or shall cause to be paid, to the applicable Seller, the applicable payment set forth opposite such Seller’s name on Section 2.03(a)(ii)Section 2.02(c)(iii) of the Seller Disclosure Schedule (the “Delayed Payment”); and (iii) Buyer shall assume the Initial Assumed Liabilities at the Closing (or any Delayed Closing as provided in Section 2.06(b)) and shall assume the applicable Later Assumed Liabilities at the applicable Later Closing (or, solely with respect to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Date). (b) The Closing Payment shall be paid at the Cash Purchase Price, as applicable, one or more Affiliates Closing by wire transfer of Seller immediately available funds to a bank account designated to Buyer in writing by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets not less Parent no later than three (3) Business Days prior to the Closing Date. The Delayed Payment shall be paid at the Delayed Closing by wire transfer of immediately available funds to a bank account designated to Buyer in writing by Parent no later than one (1) (i) the Stock Consideration plus (ii) an amount of cash equal to (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000) (the “Unadjusted Cash Purchase Price”) plus (B)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal Business Days prior to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (C) the amount, which may be positive or negative, equal to the Delayed Closing Net Indebtedness, minus (D) the amount equal to the Closing Transaction Expenses, plus (E) the Share Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F), above, the “Cash Purchase Price” and items (i) and (ii), collectively, the “Purchase Price”Date. (bc) As used soon as practicable, and in this Agreement, the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price plus any event not later than one hundred eighty (A)(i180) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus (D) the Share Adjustment Amount plus (E) the VWAP Adjustment Amount. For purposes of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before days after the Closing Date, Parent shall provide for Buyer’s review and comments a written statement certified proposed allocation of the Purchase Price, as adjusted for all relevant tax purposes to take into account the Assumed Liabilities, by an officer country or by Transferred Subsidiary as applicable, and among the Purchased Assets, the Assumed Liabilities and the assets of Seller the Transferred Subsidiaries by asset category in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Closing NoticeProposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) setting forth Seller’s day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Cash Purchase Price based thereon (and based on the Share Adjustment Amount and the VWAP Adjustment Amount, if any, as notified by Purchaser). Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments resolve their differences with respect to the computation Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of any such a notice of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s commentsobjection, the revised statement incorporating revised estimates of Proposed Allocation or the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expensesagreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing Notice hereunderso as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any). (d) Each of Parent, Buyer and each of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration the purchase price for the sale and transfer of the Auto Care Companies Equity Interests and the Transferred Purchased Assets under Section 2.01(a(other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows: (i) Buyer shall pay to Parent at the Closing (the “Closing Payment”), for the benefit of Parent and Sellers, cash in an amount equal to $708,500,000, plus the assumption of Estimated Cash, minus the Assumed LiabilitiesEstimated Indebtedness, Purchaser (orplus the Estimated Working Capital Excess, solely with respect if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation to the Cash Purchase PricePrice as provided in Section 7.08, minus the Delayed Payment (as applicabledefined in Section 2.03(a)(ii)); (ii) At the Delayed Closing, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) Buyer shall pay, or shall cause to be paid, to the applicable Seller, the applicable payment set forth opposite such Seller’s name on Section 2.03(a)(ii)Section 2.02(c)(iii) of the Seller Disclosure Schedule (the “Delayed Payment”); and (iii) Buyer shall assume the Initial Assumed Liabilities at the Closing (or any Delayed Closing as provided in Section 2.06(b)) and shall assume the applicable Later Assumed Liabilities at the applicable Later Closing (or, solely with respect to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Date). (b) The Closing Payment shall be paid at the Cash Purchase Price, as applicable, one or more Affiliates Closing by wire transfer of Seller immediately available funds to a bank account designated to Buyer in writing by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets not less Parent no later than three (3) Business Days prior to the Closing Date. The Delayed Payment shall be paid at the Delayed Closing by wire transfer of immediately available funds to a bank account designated to Buyer in writing by Parent no later than one (1) (i) the Stock Consideration plus (ii) an amount of cash equal to (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000) (the “Unadjusted Cash Purchase Price”) plus (B)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal Business Days prior to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (C) the amount, which may be positive or negative, equal to the Delayed Closing Net Indebtedness, minus (D) the amount equal to the Closing Transaction Expenses, plus (E) the Share Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F), above, the “Cash Purchase Price” and items (i) and (ii), collectively, the “Purchase Price”Date. (bc) As used soon as practicable, and in this Agreement, the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price plus any event not later than one hundred eighty (A)(i180) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus (D) the Share Adjustment Amount plus (E) the VWAP Adjustment Amount. For purposes of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before days after the Closing Date, Parent shall provide for Buyer’s review and comments a written statement certified proposed allocation of the Purchase Price, as adjusted for all relevant tax purposes to take into account the Assumed Liabilities, by an officer country or by Transferred Subsidiary as applicable, and among the Purchased Assets, the Assumed Liabilities and the assets of Seller the Transferred Subsidiaries by asset category in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Closing NoticeProposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) setting forth Seller’s day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Cash Purchase Price based thereon (and based on the Share Adjustment Amount and the VWAP Adjustment Amount, if any, as notified by Purchaser). Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments resolve their differences with respect to the computation Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of any such a notice of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s commentsobjection, the revised statement incorporating revised estimates of Proposed Allocation or the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expensesagreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing Notice hereunderso as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any). (d) Each of Parent, Buyer and each of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or Final Allocation, as applicable, is disputed by any Taxation Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto, and Buyer, Parent and each of their respective Affiliates agree to use their commercially reasonable efforts to defend such allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration for of the sale and transfer of the Auto Care Companies Equity Interests Shares and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities2.01, Purchaser (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) shall pay, or cause to be paid, to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) shall: (i) pay to Seller as provided in Section 2.04 and Section 2.07: (A) the Stock Consideration plus (ii) an amount of cash equal to (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000) (the “Unadjusted Cash Purchase Price”) plus (B)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (C) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (D) the amount equal to the Closing Transaction Expenses, plus (E) the Share Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F), above, the “Cash Purchase Price” and items (i) and (ii), collectively, the “Purchase Price”) equal to the Base Purchase Price plus the Modified Working Capital Amount, plus (B) the Closing Net Cash, and (ii) assume and become obligated to pay, perform and discharge the Assumed Liabilities. (b) As used in this Agreement, the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus (D) the Share Adjustment Amount plus (E) the VWAP Adjustment Amount. For purposes of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Purchaser to Seller at the Closing pursuant to Section 2.06(b)(ii)2.07, Seller shall prepare and deliver to Purchaserdeliver, not less than three five (35) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: as of the Closing Date of (i) the Modified Working Capital (such estimated amount, the “Estimated Modified Working Capital”), ) and (ii) the Closing Net Indebtedness Cash (such estimated amount, the “Estimated Net Cash”). (c) As soon as practicable after the Closing, Seller shall deliver to Purchaser a statement (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction ExpensesAllocation Statement”) and (iv) which shall allocate the Estimated Cash Base Purchase Price based thereon (and based on the Share Adjustment Amount and the VWAP Adjustment AmountPrice, if any, as notified by Purchaser). Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice Assumed Liabilities and Estimated Net Cash among the Shares and the Transferred Assets (which shall be prepared further allocated to the purchasing entities) for all Tax purposes, including for purposes of Section 1060 of the Code and the Treasury Regulations thereunder. If within 15 Business Days after the delivery of the Allocation Statement Purchaser notifies Seller that Purchaser objects to the allocation set forth in the Allocation Statement, Purchaser and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Purchaser and Seller are unable to resolve such dispute within 20 days, Seller and Purchaser shall jointly retain a nationally recognized accounting firm to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the accounting firm shall be borne equally by Seller and Purchaser. If an adjustment is made with respect to the final Purchase Price or Closing Net Cash pursuant to Section 2.04, the Allocation Statement shall be adjusted in accordance with Section 2.03(b) 1060 of the Seller Disclosure Letter, Code and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used as mutually agreed by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments)Seller. In the event Seller revises such that an agreement is not reached within 20 Business Days after the determination of the final Purchase Price and Closing Notice Net Cash, any disputed items shall be resolved by a nationally recognized accounting firm in response to Purchaser’s commentsthe manner described above. For all Tax purposes, the revised statement incorporating revised estimates parties agree (i) to report, and cause their respective Subsidiaries to report, the transactions contemplated by this Agreement in a manner consistent with the Allocation Statement, and not to take any position inconsistent therewith in any Tax Return, Tax filing (including filings required under Section 1060 of the Estimated Modified Working CapitalCode), Estimated Closing Net Indebtedness and Estimated Closing Transaction Expensesaudit, as applicablerefund claim or otherwise, shall be treated as the Closing Notice hereunderunless otherwise required by applicable Law.

Purchase Price; Allocation of Purchase Price. Subject to adjustment pursuant to Section 2.09, the aggregate purchase price for the Interests shall be comprised of (A) a cash amount equal to (a) Subject to the terms and conditions of this Agreement$130,000,000, in consideration for the sale and transfer of the Auto Care Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) shall pay, or cause to be paid, to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Dateb) (i) plus, if the Stock Consideration plus Estimated Closing Net Debt is less than the Reference Net Debt Amount, the amount by which the Reference Net Debt Amount exceeds the Estimated Closing Net Debt or (ii) an minus, if the Estimated Closing Net Debt is greater than the Reference Net Debt Amount, the amount of cash equal to by which the Estimated Closing Net Debt exceeds the Reference Net Debt Amount, (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000c) (the “Unadjusted Cash Purchase Price”i) plus (B)(i) plus, if the Modified Estimated Closing Working Capital is greater than the Reference Working Capital Upper TargetMaximum, the amount equal to by which the Modified Estimated Closing Working Capital minus exceeds the Reference Working Capital Upper Target Maximum or (ii) minus, if the Modified Estimated Closing Working Capital is less than the Reference Working Capital Lower TargetMinimum, the amount equal to by which the Modified Reference Working Capital Minimum exceeds the Estimated Closing Working Capital, (d) minus, if the Estimated Closing Net Deferred Revenue is greater than the Reference Net Deferred Revenue Amount, the amount by which the Estimated Closing Net Deferred Revenue exceeds the Reference Net Deferred Revenue Amount, (e) minus the Working Capital Lower Target plus (C) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (D) the amount equal to the Closing Notified Transaction Expenses, (f) minus the Bonus Amounts, (g) minus the net present value of any corporate tax deduction (determined using a 42% corporate tax rate) reasonably estimated by the Purchaser to be foregone as the result of any payment of compensation (by either the Purchaser or the Register Entities) that the Purchaser has reasonably characterized as an “excess parachute payment” within the meaning of Section 280G of the Code; and (h) plus (E) the Share Adjustment Prepaid Reporting Tail Coverage Amount plus (F) and/or minus the VWAP Adjustment Amount Post Closing Reporting Tail Coverage Amount, as applicable (the Unadjusted Purchase Price sum or difference, as adjusted by applicable, of clauses (A) through (Fa), above(b), the “Cash Purchase Price” and items (ic), (d), (e), (f), (g) and (ii), collectively, h) of this Section 2.02(A) being the “Purchase Price”. (b) As used in this Agreement, the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus and (B) the amount, Note. The manner in which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus (D) the Share Adjustment Amount plus (E) the VWAP Adjustment Amount. For purposes of determining the amount of cash Purchase Price is to be paid as allocated among the Estimated Cash Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Cash Purchase Price based thereon (and based on the Share Adjustment Amount and the VWAP Adjustment Amount, if any, as notified by Purchaser). Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts Sellers is set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt Section 2.02 of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunderDisclosure Schedule.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration The purchase price for the sale and transfer of Purchased Assets (the Auto Care Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser (or, solely with respect to the Cash "Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5") Business Days prior to the Closing Date) shall pay, or cause to be paid, to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) (i) the Stock Consideration plus (ii) an amount of cash equal to (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000) (the “Unadjusted Cash Purchase Price”) plus (B)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (C) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (D) the amount equal to the Closing Transaction Expenses, plus (E) the Share Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F), above, the “Cash Purchase Price” and items (i) and (ii), collectively, the “Purchase Price”. (b) As used in this Agreement, the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price (i) $365 million plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital June 30 Trade Payables minus the Working Capital Lower Target, plus (Biii) the amountFinal Post-Filing Trade Payables. The Purchase Price shall be subject to adjustment as provided in Section 2.09, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus (D) the Share Adjustment Amount plus (E) the VWAP Adjustment Amount. For purposes of determining the amount of cash to and shall be paid as the Estimated Cash Purchase Price by Purchaser at the Closing pursuant to provided in Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before 2.07. On the Closing Date, a written statement certified by Buyer shall pay to Seller as provided in Section 2.07 an officer of Seller amount in cash (the “Closing Notice”"Estimated Purchase Price") setting forth Seller’s good faith estimate of: equal to (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), $365 million plus (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), June 30 Trade Payables minus (iii) the Estimated Post-Filing Trade Payables. (b) Not less than three business days prior to the Closing Transaction Expenses Date, Seller shall deliver to Buyer a certificate, signed by the chief financial officer of Seller, setting forth Seller's good faith estimate of trade payables incurred subsequent to filing of the Petition and estimated to be in existence on the Closing Date (“the "Estimated Closing Transaction Expenses”Post-Filing Trade Payables"), together with reasonable information supporting such estimate. (c) and As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (iv) the Estimated Cash "Allocation Statement"), setting forth the value of the Purchased Assets, which shall be used for the allocation of the Purchase Price based thereon (and based on together with the Share Adjustment Amount and Assumed Liabilities) among the VWAP Adjustment AmountPurchased Assets; PROVIDED that prior to the Closing Date, if anyrequired as the result of transfer or similar taxes, as notified by Purchaser). Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, Buyer and Seller shall deliver together with agree as to the allocation for Fee Properties. (d) Seller shall have a period of 45 days after the delivery of the Allocation Statement to present in writing to Buyer notice of any objections Seller may have to the allocation set forth in the Allocation Statement. Unless Seller timely objects, the Allocation Statement shall be binding on the parties without further adjustment. (e) If Seller shall raise any objections within the 45 day period, Buyer and Seller shall negotiate in good faith and use their best efforts to resolve such Closing Notice any reasonable supporting material with respect dispute. If the parties fail to any estimated amounts used agree within 15 days after the delivery of the notice, then the disputed items shall be resolved by Xxxxxx Xxxxxxxx, or if such firm declines to act in such capacity, by such other firm of independent nationally recognized accountants chosen and mutually accepted by both parties (the "Accounting Referee"). The Accounting Referee shall resolve the dispute within 30 days of having the items referred to it. The costs, fees and expenses of the Accounting Referee shall be borne equally by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two and Buyer. (2f) Business Days from the receipt of the Closing Notice to provide Seller any comments Any adjustment made with respect to the computation Purchase Price pursuant to Section 2.09 of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments this Agreement shall be considered allocated in accordance with the determination mutually agreed by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments)and Buyer. In the event Seller revises such Closing Notice in response that an agreement is not reached within 15 days after the determination of Final Net Assets pursuant to Purchaser’s commentsSection 2.09(a), the revised statement incorporating revised estimates disputed item(s) shall be resolved pursuant to Section 2.06(e) hereof. (g) Seller and Buyer agree to report an allocation of such Purchase Price among the Purchased Assets in a manner entirely consistent with the Allocation Statement (including any adjustment made pursuant to Section 2.06(f) hereof), and agree to act in accordance with such Allocation Statement in the filing of all tax returns (including, without limitation, filing Form 8594 with its Federal income tax return for the taxable year that includes the date of the Estimated Modified Working CapitalClosing) and in the course of any tax audit, Estimated Closing Net Indebtedness tax review or tax litigation relating thereto. (h) Not later than 10 days prior to the filing of their respective Form 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594. (i) Within 30 business days after the date of this Agreement, Buyer and Estimated Closing Transaction ExpensesSeller shall negotiate in good faith to agree on the June 30 Trade Payables. If the parties fail to agree within such 30 business days, as applicable, then the disputed items only shall be treated as referred to the Closing Notice hereunderAccounting Referee. The Accounting Referee shall resolve the dispute within 10 days of having the items referred to it, which resolution shall be final and binding upon the parties hereto.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration for the sale and transfer of the Auto Care Battery Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) shall pay, or cause to be paid, to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Auto Care Battery Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) (i) the Stock Consideration plus (ii) an amount of cash equal to (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Two Billion Dollars ($937,500,0002,000,000,000) (the “Unadjusted Cash Purchase Price”) plus (B)(iA)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (CB) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (DC) the amount equal to the Closing Transaction Expenses, plus minus (ED) the Share Pension Plan Purchase Price Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F)Price, above, the “Cash Purchase Price” and items (i) and (ii), collectivelyso adjusted, the “Purchase Price”). (b) As used in this Agreement, the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus minus (D) the Share Adjustment Amount plus (E) the VWAP Adjustment AmountPension Plan Purchase Price Adjustment. For purposes of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Cash Purchase Price based thereon (and based on the Share Adjustment Amount and the VWAP Adjustment Amount, if any, as notified by Purchaser)Price. Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration the purchase price for the sale and transfer of Purchased Assets (other than the Auto Care Companies Equity Interests and Specified OUS Assets) (such amount, the Transferred Assets under Section 2.01(a“Purchase Price”) and shall equal: (i) the assumption of the Assumed Liabilities, Purchaser (or, solely with respect to the Cash Base Purchase Price, as applicableminus (ii) the Closing Indebtedness, one or more Affiliates of Purchaser designated minus (iii) the amount by Purchaser not which the Assumed Net Working Capital is less than five the Target Assumed Net Working Capital, if any (5provided, for purposes of clarity, in no event shall the Purchase Price be increased if the Assumed Net Working Capital is greater than the Target Assumed Net Working Capital), minus (iv) Business Days the Aggregate SKU-Level Shortfall. (b) Buyer shall pay to (i) Parent at the Closing (the “Closing Payment”), for the benefit of Parent and Sellers, cash in an amount equal to (A) the Estimated Purchase Price minus (B) the Escrow Amount and (ii) Wilmington Trust, N.A. (the “Escrow Agent”), in accordance with the terms of the escrow agreement to be entered into at or prior to the Closing Dateby and among Buyer, Parent and the Escrow Agent (in customary form reasonably acceptable to Buyer and Parent) shall pay(the “Escrow Agreement”), or cause an amount equal to be paid, to Seller $2,500,000 (or, solely with respect the “Escrow Amount”) into an escrow account (the “Escrow Account”) established pursuant to the Cash Purchase Price, as applicable, one or more Affiliates terms of Seller the Escrow Agreement. (c) The Closing Payment shall be paid at the Closing by wire transfer of immediately available funds to a bank account designated by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets not less Parent in writing no later than three (3) Business Days prior to the Closing. For the avoidance of doubt, after Buxxx xays the Closing DatePayment at the Closing, Buyer shall not be obligated to make any additional or duplicate payments to Parent with respect to any portion of Purchase Price attributable to the acquisition and transfer of any Purchased Assets after the Closing (such portions of the Purchase Price, the “Deferred Purchase Amounts”), which Deferred Purchase Amounts shall be deemed to have been paid by Buyer (on behalf of the applicable Designated Purchaser of such deferred Purchased Assets) to Parent (on behalf of the applicable Seller of such deferred Purchased Assets), to be held for administrative convenience to fund the payment of such deferred Purchased Assets at the subsequent closing, in accordance with Section 2.06(c). (d) Prior to Closing, Parent and Buyer shall cooperate in good faith to determine (i) the Stock Consideration plus allocation of the Purchase Price (and any other capitalizable costs, such as Assumed Liabilities, for Tax purposes) by country (and the methodologies used in determining such good faith estimate) and (ii) an amount a general methodology(ies) of cash equal to (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000) (allocating the “Unadjusted Cash Purchase Price”) plus (B)(i) if portion of the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (C) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (D) the amount equal to the Closing Transaction Expenses, plus (E) the Share Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (Aand such other capitalizable costs) through attributable to each jurisdiction among the Purchased Assets acquired in each such jurisdiction (F), above, the “Cash Purchase Price” and items such methodologies described in clauses (i) and (ii), the “Allocation Methodology”). As soon as practicable, and in any event not later than thirty (30) days after the determination of the final Purchase Price pursuant to Section 2.05 or such earlier date as may be required by applicable Law in any relevant jurisdiction in which Purchased Assets are transferred (including, without limitation, to comply with Laws relating to applicable VAT or Conveyance Taxes), Buyer shall provide for Parent’s review and comment a proposed allocation of the Purchase Price as adjusted for all relevant tax purposes to take into account the Assumed Liabilities (1) by country (the “By Country Allocation”) and (2) among the Purchased Assets and the Assumed Liabilities by asset category within each country (the “Within Country Allocation”) in accordance with the methodologies set forth in the Allocation Methodology Schedule, the principles of Section 1060 of the Code, the Treasury Regulations promulgated thereunder, and other applicable Law (collectively, the “Purchase PriceProposed Allocation”. (b) As used in this Agreement, ). Parent shall have the “Estimated Cash Purchase Price” shall mean an amount in cash equal right to consent or object to the Unadjusted Cash Purchase Price plus Proposed Allocation during the thirty (A)(i30) if day period immediately following delivery of the Estimated Modified Working Capital is greater than the Working Capital Upper TargetProposed Allocation. If Parent delivers a notice of objection to Buyer during that thirty (30) day period, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus (D) the Share Adjustment Amount plus (E) the VWAP Adjustment Amount. For purposes of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare Parent and deliver to Purchaser, not less than three (3) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s Buxxx xhall negotiate in good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Cash Purchase Price based thereon (and based on the Share Adjustment Amount and the VWAP Adjustment Amount, if any, as notified by Purchaser). Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments resolve their differences with respect to the computation Proposed Allocation. If Parent makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Parent’s delivery of any such a notice of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s commentsobjection, the revised statement incorporating revised estimates of Proposed Allocation or the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expensesagreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Paxxxx xnd Buyer are unable to reach agreement on the By Country Allocation within thirty (30) days following the delivery to Buyer of Parent’s notice of objection to the Proposed Allocation, the By Country Allocation shall be determined by an internationally recognized independent accounting firm mutually selected by Buxxx xnd Parent (the “Allocation Accounting Firm”); provided, however, that (i) the Allocation Accounting Firm’s determination shall be made in a manner consistent with the methodologies set forth in the Allocation Methodology (as applicable) and (ii) the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(d). The determination made by the Allocation Accounting Firm of the By Country Allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final By Country Allocation”). Following the receipt of the Final By Country Allocation, Parent and Buxxx xhall negotiate in good faith for fifteen (15) days to resolve any remaining differences with respect to the Within Country Allocation. If Parent and Buyer are unable to reach agreement on the Within Country Allocation within such period, the Parties may use their own Within Country Allocation otherwise prepared in accordance with this Section 2.03(d) (the “Separate Party Allocations”). All negotiations pursuant to this Section 2.03(d) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(d) shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(d) shall be borne by Parent, on the one hand, and by Buyer, on the other, in accordance with the terms of Section 2.05(c), mutatis mutandis. The Agreed-Upon Allocation or the Separate Party Allocations, as applicable, may be revised by mutual agreement between the Buyer and the Parent, from time to time, prior to and following the Closing Notice hereunderso as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any, and, if necessary, any updates to allocations among any Later Purchased Assets in connection with any Later Closings); provided, that any such revisions shall be made in a manner consistent with the provisions of this Section 2.03(d) and the methodologies set forth on the Allocation Methodology (as applicable). (e) Each of Parent, Buyer and each of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including IRS Form 8023 and IRS Form 8594 if applicable on a basis consistent with the Agreed-Upon Allocation or the Separate Party Allocations, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or the Separate Party Allocations, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or the Separate Party Allocations, as applicable, is disputed by any Taxation Authority in an Action for which the Buyer (or its Affiliates) or Seller (or its Affiliates), as applicable, is not also party, the party receiving notice of the dispute shall promptly notify the other parties hereto.